[Noisebridge-board] Election for Noah's successor

David Molnar dmolnar at eecs.berkeley.edu
Wed Nov 5 08:59:02 UTC 2008


Noah has resigned his board position; I have not yet picked up the
written resignation from him, but I expect to do so soon. We need to
organize an election for his successor, as stated in our bylaws and the
california corporations code.

The corporation members will vote for Noah's successor by ballot for the
vote. Currently those members are the board members alone. At the same
time, we just wrapped up consensus on a membership process, and we have
30+ dues paying "members in spirit." Our intention, as I understand it,
is to make all of them members of the corporation, should they wish it.

With that in mind, this seems like one way forward:

1) The remaining 4 board members meet, induct the current willing
dues-paying members as members of the corporation.
2) We organize an election among the resulting members of the
corporation, with notice and proxy provisions as set forth in our bylaws.

The main drawback with this approach is that it will take time - we need
an official board meeting, followed by an official member meeting.
That's why in a previous message I asked Mitch to please ask Carol if
doing this will delay our 501c3 application. If it does not, then I
suggest we go this route. This is the process we will have, we might as
well start getting used to it now.

Otherwise, if it does delay the 501c3 application, the key question here
is what happens if our 501c3 application is delayed. I know of at least
three concerns: 1) insurance, 2) paypal, and 3) donation status.

1) From the insurance side, the only thing is that one out of our two
general liability underwriters will not quote until seeing an
acknowledgment letter from the IRS. We can go forward with the quotes we
have. We will have to notify our agent and underwriters for
directors&officers, I will take care of that and let you know as soon as
I hear back about that.

2) Mitch mentioned that our PayPal account will be canceled at some
point without an IRS acknowledgment letter.

3) For donations and tax exempt status, we have 27 months from
incorporation to file for 501c3. That's not the problem. What may be a
problem is that the longer before filing, the longer we wait before we
have something to show prospective donors who want to know about our status.

Does anyone else know of other issues?

If we decide the wait is a problem, there is an alternative: the current
board members, currently the only members of the corporation, pick a
successor and elect that person. My thought is that this would be with
an advisory discussion and vote or consensus of our current "members in
spirit." I would prefer to avoid this if we can, but it is not a strong

We do not have to decide a course of action tonight. I wanted, however,
to lay out what I think are the issues and alternatives so we can start
thinking about them.

-David Molnar

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